Beeline acquires full ownership of MagicBlocks; issues 211,679 shares to SAFE holders

Beeline Holdings, Inc.

Beeline (BLNE) acquired remaining 52.4% of MagicBlocks for $1 total cash; MagicBlocks had no positive equity value.
Issued 211,679 shares to third-party SAFE holders for ~$476,277 in SAFE principal; CEO Liuzza received 31,111 shares at $2.25/share (above market).
All outstanding MagicBlocks stock options cancelled; MagicBlocks becomes wholly-owned subsidiary.
From May 27 to June 26, 2026, sold 1,370,131 shares under ELOC for gross proceeds of $1,575,098.
Transaction approved by special committee of disinterested directors due to CEO's related party interest.

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